Out of Time
by Brown-Eyed-Marauderette
Summary: A woman from 1869 with a past full of tragedy and loss suddenly finds herself plucked out of her time and into the TARDIS. Now in completely new territory, she is forced to face her past demons while facing all the monsters with the Doctor and Rose. Through all of the adventures, she learns more about her past that has alluded her. Rewrite of season 2. First in the Time series.
1. Chapter 1

_Hello everyone! While I want to keep this quick so you can get to the story, there are some things I think are worth mentioning. This is my first Doctor Who story. At the time of this publishing, I have written nine stories for Harry Potter. If you're interested you can go check those out. This is the first time I am attempting a DW story and I hope that I keep the Doctor in character. Simply writing this chapter I realized how difficult he is to write, especially since there are multiple (11) versions of him and they are all basically the same just slightly different. Considering this is my first attempt, I think that I kept him mostly in character and if not, then it is something I will definitely try to improve on as the story progresses. _

_I don't own Doctor Who. I wish I did but I don't. That's just life I guess._

_Please feel free to review. I would love to hear back from the readers so I can try to improve the characters and their interactions. oh! I almost forgot to mention. I am either going to be splitting each episode up into two or three parts, maybe even four. I'm not exactly sure yet because I have just recently gone back to school and with my other story series in hp still in progress, I don't know how often I will be updating. I am hoping for at least once a week so we'll see how that goes. If it changes, I'll be sure to let the readers know._

_That is all. Please enjoy._

* * *

The sun had just broken over the horizon in Cardiff, signaling the beginning of the day for many of the town's inhabitants. Men woke up to put the fire on to warm the house back up while women roused the children so they could finish their early morning chores. There had been snow the night before, surprising the children who quickly finished their chores to play in the snow.

The town was just being to come back to life, the townspeople waking up to start another day. That is, all except one.

Men, women, and children alike passing by the bakery unknowingly smiled from the dulcet aroma wafting from the store front. The baker was always the first to rise to begin making her fresh pastries, breads, and cakes every single morning.

The bell chimed over the door as the woman left her shop. Her mahogany hair was pulled up into an intricate but still simple bun to keep the hair out of her face. Her dress was just as practical and beautiful as her hair. It was intense black velvet with a deep green sash tied around her waist. She had her thick, floor length woolen coat on. The dress and the coat were both a bit long in the back, trailing behind her. On her arm, she held the handle to a basket that released a bit of steam from the hot good inside.

"Merry Christmas, Ma'am!" One of the youths shouted as he ran past, dodging a snowball his friend threw.

She plastered a fake, well rehearsed smile on her face when she recognized the boy. "Merry Christmas to you as well, Thomas. A muffin for you to share with your sister," she said as she pulled the said muffin out of her basket. "Your mother mentioned that she was taken ill yesterday."

The young boy's eyes lit up at the offered treat. He remembered for his last birthday his father had taken him to the Bakery to pick out a treat and it was the best chocolate muffin he had ever tasted.

"Thank you ma'am!" He gleefully smiled and took the offered treat. His smile widened when the smell of the muffin reached his nose. It was heavenly.

She smiled kindly at him but mock sternly shook her finger at him, "It is of no trouble. Just see to it that Catherine gets her fair portion."

With assurance that he would give half to his sister, Thomas turned and ran home with the wonderful Christmas present.

She watched him go with a soft smile on her face though her eyes were pained. Seeing the young boy run off to his sister should have made her so happy now that he had a treat to share, but it only caused sadness.

"You didn't have to do that, you know?"

She nearly jumped out of her skin at the unexpectedly close voice. Her left hand flew to her chest to calm her racing heart. "Captain Harkness, you startled me."

The handsome man simply laughed, "That's not the only reason your heart is racing, Miss Baker. Simply being in my presence sends it into a flutter."

She put her hand on her hip and glare at him, "How many times have I requested you cease this incessant flirting, Captain?"

"As many times as I've told you to call me Jack, my dove."

"_Captain_," she put extra emphasis on his name, "please leave me to my own peace. I do not wish to spend any more time with you than necessary."

He offered her his arm, despite her previous statement. She blatantly ignored it began walking down the street. Jack skipped forward and jogged to catch up with her.

"I know. But it doesn't mean a man can't dream, can he? Besides, you looked so sad just then. I can't have my Dove looking so sad."

"I am undoubtedly not your Dove, Captain. My private matters are not to be discussed with anyone, certainly the likes of you." She responded coldly.

Jack feigned hurt but continued to match pace with her, "Aww, come on, give a poor bloke a reason."

She eyed him out of the corner of her gaze, noting the finely made wool overcoat he wore and the shining black shoes on his feet. "You are not a poor bloke by anyone's standards, Captain Harkness. Now please, before I call upon the authorities, leave."

"Lillian," Jack began, reaching for her hand to stop her. The second his hand touched hers, she jumped back as if she had been burned. She cradled her hand to her chest and stared at him, startled and honestly terrified.

"You're wrong," she whispered horrified. "You are horribly _wrong_."

With that, she quickly made her way down the street, blending in with the growing crowd. She could still feel her heart beating erratically in her chest, panic and fear settled in her heart.

A beautifully familiar face calmed her a great deal. She only had a few friends in Cardiff, but there was one she trusted above all the others.

"Gwyneth!" Lillian said happily once she was across the street.

Gwyneth's eyes widened and she immediately looked down and curtsied briefly before murmuring, "Miss Baker."

Lillian shook her head, "Gwyneth, what are you doing? We're friends, are we not?"

The servant girl looked flustered, "Of course Ma'am…Miss…Lillian. It's just that we're in public. It's not proper!"

Lillian rolled her eyes and shook her head, "You've been my friend since as long as I can remember—"

"Which isn't that long," Gwyneth cut her off, teasing her. She gasped and covered her mouth with her hands, "I'm sorry! I meant no offense!"

Lillian's eyes crinkled with mirth, "None taken. I'll admit, I may not have the best memory but you're still the closest friend I have here."

Gwyneth considered that for a moment as she grabbed a few more flowers from the cart she was standing next to, "I must ask Lillian, as a friend, are you and Captain Harkness intending to get betrothed?"

"Heaven's no!" Lillian said scandalized. "That man is easily the bane of my existence! He is nothing but a nuisance and his odd ways unsettle me greatly. Besides, there is just something wrong about him. I can't put my finger on it, but he is wrong."

"It might be the accent Lillian," Gwyneth suggested.

Lillian shook her head, "It is more than that. I've met people from the Colonies before and I've never had this feeling around them. It's almost like he doesn't belong here, in this time and place."

"Are you suggesting time travel, Miss?" her companion asked incredulously.

"Dear me, no. That would be utterly absurd," she asserted, before dreamily looking a distance off. "It would be wonderful though. To go back and see the people you've lost one last time, just to let them know."

Gwyneth watched her friend sadly, Lillian's sad blue eyes filling with memories of her past. "You're thinking about them again, aren't you?" she asked as she placed a comforting hand on Lillian's shoulders.

"This is the first holiday I'll spend without Vincent since I was eight." Lillian admitted softly. "The accident occurred only seven months past."

"But don't you have a family?"

Lillian shook her head, sadness and pain beyond what a woman of her age should have experienced shone in her eyes. "No, no, not anymore."

"It's horrible for anyone to spend the holidays alone."

"Then why don't you join me, Gwyneth. I shall make us supper then we can go listen to Mr. Dickens's reading. It would be such a grand time."

She shook her head sadly, "Oh, no, Miss. Mr. Sneed needs my help tonight since Mrs. Pearce just passed. We've got so much to prepare and her grandson is coming tonight to view the body."

"Here then," Lillian reached into her basket and grabbed a pull plate of muffins and cookies. "She was a dear whenever she came into the Bakery and Mr. Redpath was just as kind. Please send my regards."

"Of course, Lillian." She took the plate and placed it into her own basket she was carrying.

After barely a second's thought, Lillian also pulled out a small box, which inside of it was a vanilla cake with red and green frosting. "Since you cannot join me tonight for supper, please take this."

Gwyneth's eyes widened when she saw the delicacy inside the box. That was nearly half a year's wages in there! "Oh, Miss, I couldn't possibly! This is too much—you shan't just give this away—I—I," she stuttered as she tried to hand it back.

Lillian placed her hands over Gwyneth's shaking ones. "It is a gift. Please, I want you to have this. You're a dear friend and you work so hard. You deserve a little happiness every once in a while."

"As do you, Lillian," she said hoarsely in a voice that wasn't truly hers, "Your tortured past haunts you in the darkness, in your dreams," her eyes had glazed over yet she still stared straight into Lillian's eyes as if she could penetrate her soul. Her hands tightened around Lillian's, trapping the woman. "So much love and so much lost. The blue box, traveling through time and space is your sanctuary. A life full of metal men, forgettable creatures from the dawn of time, green lizard men, tortured angels causing so much pain, their touch cold and fearful—Oh! I'm sorry! I'm so sorry!" Gwyneth blubbered, petrified that she had scared her friend.

"It is fine," Lillian said slowly, still trying to process everything she just heard. Her eyes were wide, staring down at the hand Gwyneth had just released. "I should be getting back to the shop."

"Of course. Mr. Sneed is probably wondering where I am. I told him I'd only be gone a few minutes."

"Farewell, Gwyneth. Perhaps I'll stop by after the hearing Mr. Dickens speak."

Lillian turned to leave, her head ducked down as she fought against the cold. There was a chill in the air and the growing clouds over head foretold of snow later in the day.

"Don't go." Gwyneth said suddenly, rushing forward to stop Lillian from walking away.

"Don't go where?" Lillian questioned, confused as to why she was stopped.

"Don't go to the theater tonight. Please." Gwyneth begged.

Although she wasn't sure as to why her friend didn't want her to go, she knew that Gwyneth seemed to have a sixth sense. She couldn't explain it but she couldn't deny Gwyneth's ability. "Alright. I'll stay in tonight."

Gwyneth sighed in obvious relief, "Thank you."

"It is no problem. Just swear to me that you will be safe as well. I expect you to answer the door tomorrow morning for your bread delivery." Lillian said in a motherly way as she gave Gwyneth a brief hug.

Gwyneth smiled at her concern and nodded, "Of course."

With that, the two friends separated. Lillian went back to her bakery while Gwyneth went back to Mr. Sneed's home. When Lillian walked into her store, which was underneath her house, she threw her coat over the counter and threw her apron over her head and tied it behind her as she moved to the back baking area. She paused in front of a picture, reaching out to touch the frame.

It was a simple picture. Well, not really a picture, more a sketch if anything else. The only instrument used as a quill, drawing out the inside of different clocks over lapping. It had been a game when they were younger figuring out what the inside of watches and clocks looked like at different times. Sometimes, they would spend hours laying on their stomachs in his front room, simply watching the mechanics of the grandfather clock spin. It was the first drawing he had done and the only one that remained after that horrible day…

"Oh Vincent…" Lillian said forlornly as gently ran her finger over the edge of the frame. "Why did you have to leave from this world so soon?"

The sound of the bell ringing over the door brought her back to the present as she reminisced. She shook herself out of her musings and returned to the front of the store.

"I apologize for the inconvenience but the bakery doesn't open for another half hour," Lillian said as she walked into the front of store.

"I'm quite aware, Lover. You aren't an easy woman to find. I'll give you a proper scolding later." The woman said demurely with a suggestive wink.

Lillian jumped back at the bold words from the bold looking woman. Her hair was a mess of violent curls and there was a demure smile on her face. Her dress was just as shocking as her hair. She wore a thick black bodice that drew the eye towards her breasts. Her sleeves were made of a transparent material and looked as though it was a second skin. Her skirt was a few inches off the floor, exposing her black heeled boots. The skirt itself was voluminous and blacker than midnight with pickups throughout.

"Pardon me?!"

The woman's face faltered and she seemed to realize something horrible. "Please, Love, tell me you know who I am."

Lillian shuffled back, hiding herself behind the counter, trying to think of a way to get the imposing woman out of her bakery. "I fear I have no recollection of meeting you before."

The woman looked heartbroken but amazed at the same time. It didn't make sense to Lillian. Why would seeing her cause that reaction? "Are you alright?" Lillian questioned, feeling her heart go out to the crushed woman.

"My friend and I have lost someone very near and dear to us both. You look…you look a great deal like her." She said, her voice thick with melancholy and disappointment.

"I'm sorry." And she truly was. The brass woman, no matter how offensive, clearly was suffering from a loss of a dear friend; something Lillian could certainly sympathize with.

The woman chuckled, "Not as sorry as I am."

Lillian reached into one of the shelves and pulled out a muffin she had made a night before. She was going to donate them to the orphanage later that morning but this woman looked like she needed something. "Here, take this. I know the ache of losing someone you love with your heart of hearts. The pain does not go away, I'm afraid. You simply learn to endure the never ending torment."

The woman accepted the muffin, the first genuine smile spreading over her face when she smelled the treat. "Oh, I've missed this." At Lillian's questioning gaze, she elaborated, "Home cooking."

"RIVER! RIVER! DID YOU FIND HER?!" A man shouted down the street, he ran past the store front window, a hand on his bowler hat to keep it on as he sprinted. He saw them out the corner of his eye and tried to turn around on the spot. He failed and instead went crashing into bench on the side of the street. Lillian gasped and went towards the front door to make sure the man had not seriously harmed himself. River, Lillian assumed that was the woman's name, held her hand out to stop her.

"Don't worry, Love. He's fine. You'll learn he always is."

Lillian did not have time to question the ominous way River said it. The man jumped to his feet at an astoundingly fast speed. "Yowza!" He exclaimed, holding onto his jaw in apparent pain. He spun around to face the women through the window. He froze and his face morphed from one of frantic panic into one of serenity and joy, like a man who had found his absolution. Then, slowly, a brilliantly beautiful smile spread across his face and he rushed into the dinner, rubbing his hands together excitedly.

He opened his mouth to say something but River stepped forward, blocking his view of Lillian, and placed a consoling hand on his arm, "It's not her," she muttered softly, trying to break the news to him as gently as possible.

"What do you mean?" The softness that had been his face not just moments ago hardened into a cold, just barely controlled rage. "She's standing right behind you."

Lillian squared her shoulders, straightened her back, and held her head up high like her mother taught her. She gathered her courage and walked around the counter and stood in front of the man who simply stared at her with a penetrating gaze.

"My name is Lillian Baker. It's a pleasure to meet you, sir." She curtsied slightly.

Horrible realization crashed over the man like a tidal wave. The man smiled, though his eyes spoke of a whole world of unimaginable pain. "Lillian Baker," he said the name reverently, "a name right out of a fable. It is my honor to meet you." He gently held on her hands in his own and brought it up towards his mouth and kissed the back of it. "If you don't mind me asking, what is the month, date, and year?"

She looked at him oddly, unable to believe that had somehow managed to forget not just the day nor the month, but the year as well! "It's the 25th of December in the year of our Lord eighteen-hundred and sixty-nine."

His eyes widened comically. He grabbed the woman by the arm and practically shoved her out of the store, "We need to go now! This is about to get messy!"

Lillian followed the unnamed man and the scandalous woman down the street, trying to figure out the mystery behind him. "Sir!" She shouted at their quickly retreating figures as they shoved their way through the Christmas crowd. Her skirt hindered her pursuit but she internally cheered when she saw the pair duck down and alley she knew to be a dead end. No more than thirty seconds later, she came to the end of the alley only to see what looked like a faded blue cloud dissipate and the oddest noise she had ever heard in her life. The only thing she could liken it to was the factory she once had to travel past.

But none of that was important to her. What was more pressing in her mind was the fact that the mysterious and shocking pair had disappeared into the mist, gone from this world. Lillian blinked multiple times as if clearing her eyes would allow her to see the two humans who had disappeared from existence. How had they done it? She pondered. She walked down the alley, checking the walls for any doors that were left ajar in haste or any holes that would facilitate their escape. She found nothing.

Knowing that she had work to do and need not concern herself with the oddities of her odd visitors, she returned back to her bakery.

After a long day of baking and selling her goods, Lillian retreated to her quarters above the shop. She didn't have the energy to change instead she simply collapsed onto her bed, wishing for once that she dream of the past. Normally, she would pray for not dreams but during this time of year, she longed for any reminder of her past life. The days she was happy and he was alive and all was so perfect…

With those thoughts forefront in her mind, she accidentally drifted off to sleep, forgetting about the meal she had planned for herself. Tonight, she would dine with the dead in her dreams.

She didn't know how much time had elapsed since she had fallen asleep but when a loud explosion tore apart the joyous and calm town, she was jolted awake. She blinked rapidly as she tried to wake up. In the pitch dark, she couldn't see a single thing so she stumbled through the darkness and lit a candle. When she heard shouts of men from the streets, she rushed to her window and looked down. All the men in the town seemed to be running towards something, all of them carrying buckets.

A horrible feeling settled in the pit of her stomach. Something was terribly wrong. Then the smell of smoke wafted towards her and the dance of fire danced above the rooftops two streets over. The sound of the river rushing past her was the only thing she could hear when, with sick realization, she recognized that was where Mr. Sneed lived, and by extension, Gwyneth. The next moments were a blur. She vaguely recalled running down her steps and out the door, following the stream of men carrying buckets.

She recalled one of the men turning to her and telling her to go back to her home but she ignored him and continued to run, running towards her hell on Earth. The worst imaginable pain was beginning to blossom in her chest as she recalled this exact situation occurring seven months ago. She prayed that this time, her fear was feeding off her irrationality. Perhaps she was simply still asleep in her bed, trapped in a nightmare. It wouldn't be the first time.

Her heart stopped when she came to a skidding halt in front of Mr. Sneed's home. Time seemed to slow down around her. Some men were throwing buckets of water and a few women and children were watching in twisted interest. There were flames still licking at the edge of the broken windows, the smell of gasoline still strong.

"No," she whispered horrified. "Not again, please dear God, not again," she begged. Then time began to speed up again as she ran towards the house. Once she was free from the throng of the people watching, she ran towards the house.

A hand reached out around her waist and pulled her back at the last moment. She struggled against the hold, kicking and screaming that she had to go get her friend. Her friend was in there! Why didn't this man understand that?

"Ma'am, please, I'm sorry, I'm so sorry. Your friend is gone."

The worst thing about his voice was that he did sincerely sound sorry. Eventually, she stopped struggling against his hold and instead collapsed against him. He sank to the ground, still holding her tight. Another hand, a softer slender hand rested on upper back. The man moved her around so that while she was sitting on the ground, not even caring that the snow was getting in her dress, he was crouched in front of her. She raised an eyebrow at his odd dress but didn't have the heart to say anything.

He cupped her face and wiped away her tears before rubbing his arms on her upper arms, trying to comfort her and warm her at the same time. He looked up at someone behind her and she felt something come down around her shoulders, protecting her from the cold.

"What's your name?" He asked.

"Lillian Baker," she responded hoarsely, tears still streaming down her face and soul shattering pain still tearing apart at her heart.

The man smiled sadly, "Lillian Baker, it's my pleasure to meet you. I'm the Doctor."

She looked at him oddly, "Doctor who?"

The man smiled, like he enjoyed that question being asked. "Just the Doctor."

"My friend," she asked, ignoring the fact that the man in front of her didn't have a name, "she's trapped in that building. Her name's Gwyneth and she has such a beautiful soul! She may just be a servant but she deserves to be saved. Please, let me go." She begged, trying to get to her feet and run back into the building.

The Doctor shook his head sadly and restrained her from moving. He looked up at the person behind her. Lillian turned, her eyes filled with tears, for the first time seeing a blonde woman, standing there in man's trousers and a scandalously revealing top, her arms not covered and the shirt made of nightdress material.

"I'm sorry, Lillian," the woman said. "we tried to save her but she died saving us."

"No," Lillian protested, a new wave of hysteria overcoming her. "NO! She's alive! She promised! She promised me!" She sobbed, collapsing in towards herself. She covered her face with her hands and was bent over so severely that her forearms rested against her legs. She felt the move familiar feminine hand on her shoulder that eventually pulled her into a comforting embrace. The Doctor stood up, placing his hands in his pockets, his long jacket opening to reveal the oddest suit that Lillian had ever seen.

"Lillian, you need to get out of the cold," The Doctor advised gently. He could see that the fire was now extinguished and no doubt they would be taking out the bodies soon.

With all the fight drained from her, Lillian nodded and allowed the pair to help her to her feet. She sluggishly followed them, not even questioning the fact that they somehow knew where she lived. However, she did question the woman, "I'm afraid that I do not know your name," she pointed out.

The blonde woman smiled, a slight and endearing gap between the two front teeth, "Name's Rose Tyler."

"At least you actually have a name," Lillian muttered, shooting a glance over at the man that asserted his name was simply 'The Doctor'.

Rose laughed and linked her arm with Lillian's. "He's a bit of an odd ball, that one."

"Oi!" The man protested, his face comically becoming offended. "What's wrong with being a little odd?"

Rose gave him a clearly unamused look, "A little? Licking blood sound familiar?"

"That was only once!" He protested loudly. "And I was still cooking!"

"Once too many times in my opinion," Rose retorted dryly.

Lillian eventually stopped listening to their playful bickering. She simply felt numb. From the day she stepped foot in Cardiff, Gwyneth had been her greatest friend. And now she was gone. Just like all the others, she was gone. Dead; Lillian wasn't even sure how she had died. Had she been burned alive? Maybe she was mercifully spared that death and been dead before the fire started. Lillian certainly hoped that it was the latter of those options.

Her musings were cut short when she saw a large, impossibly blue box in the alley the man and woman had disappeared in earlier. Rose and the Doctor didn't seem to notice that she had stopped walking, Gwyneth's words from earlier that day painfully ringing in her head.

"Lillian," the Doctor said, his usual jovial smile gone from his face. He was now staring at her seriously, unimaginable worlds and knowledge in his eyes. "You need to breathe, alright?"

She gulped nervously and nodded, not even realizing that she had stopped breathing. She took a few deep breaths and found her words, "What is that?"

"She's called the TARDIS. She's my spaceship."

Lillian felt faint. "Spaceship?"

He nodded grimly, "I'm not human. I'm an alien. I was born on a different planet light years away and I'm over nine hundred years old. My spaceship doesn't just travel through space. She also travels in time."

"Time?" Lillian squeaked.

Rose nodded, "And we," she looked at the Doctor in confirmation, the man nodding before she continued, "would like you to join us."

"Me? Why me?" Lillian questioned, unable to believe anything the pair said. She had thought when she woke up that morning everything would be normal but then she meets the scandalous woman, the tortured mad-man, then her friend is killed in a fire, and now this pair want her to travel in time and space.

"Why not?" Rose questioned. "We were sent here to get someone and we run into your first. If there's something I've learned this past year traveling is that you never ignore coincidence."

The Doctor held out his hand for her, "So what do you say, Lillian Baker, ready to see the starts?"

Every instinct in her told her to turn and run as fast as she possibly could from these two lunatics. But then she heard a voice in her head that she hadn't heard for seven months, one week, and four days. "_Live a little, Lils. If not for yourself, live for me._"

With her mind made up, she reached out and grabbed the Doctor's hand. He beamed at her, his brown eyes lighting up like a child when given a particularly wonderful treat. "Fantastic! Allonsy!" He pulled her forward, Rose beaming as she opened the door. He let go of her hand as he skipped up to the middle of the impossibly large room. Lillian froze in the doorway while Rose simply smiled at her when she walked past to join the Doctor on the platform.

Lillian stared in shock at her surroundings. It was unlike anything she had ever seen before.

"So Lillian, what do you think?" the Doctor questioned her, goading her towards an answer.

She didn't look at his eager face. Instead, she walked forward, picking up her skirts slightly when she walked up the ramp to where the pair was standing, anxiously watching her reaction to the machine. Lillian hesitantly reached out and ran her hand on the edge of the circular console in the middle. "She's magnificent."

"Oh yes, she is," the Doctor said fondly, his smile even wider that his newer companion found his ship beautiful. But he still wanted to hear his favorite bit. "And what about the shape? Anything interesting since you saw the outside?" he questioned as he darted around the console, hitting that part and kick this one while flickering another.

Lillian seemed contemplative as she looked around the amazing room she was in. She knew the Doctor wanted her to say something specific and Rose was laughing silently as his antics. Suddenly, Lillian realized what he wanted and snapped her fingers, "She's circular on the inside!"

"Exat—what?" The Doctor started out shouting happily but ended up looking at her like she had grown a second head.

Suddenly feeling self-conscious, she elaborated, "The outside was square but inside it is circular."

The Doctor started at her, gob smacked while Rose nearly doubled over with laughter. "She's got you there Doctor," Rose said between laughs.

"Oh well," the Doctor said in defeat. He flipped one last switch and then turned to look at Lillian with an expectant look on his face, "So what do you say, Lillian Baker, ready to see the starts?" He jumped to the door and dramatically waited a moment before he threw the doors open.

Lillian's mouth dropped. The Doctor smiled widely. This was the exactly why he did what he did. To see the look of wonder and amazement on each of his companion's face the first time they saw the wonders of the universe – he would never tire of it.

She stepped forward and looked at the breath taking scene in front of her. Her mind couldn't comprehend what she was seeing. Bursts of color shot past them, a star nearby flared, creating an elegant curve in the night sky. Other stars farther away twinkled like diamonds. In that moment, Lillian had never felt smaller, insignificant, or greater in her entire life.

Unbeknownst to her, tears started falling down her cheeks. The Doctor placed a hand on her shoulder in concern, worry building up in him as more tears fell. He knew that everyone reacted differently and maybe he had thrown too much at her in such a short period. Her friend had just died not an hour ago and he was already showing her the deep end. At least he didn't take her to the end of the Earth…that might have been a bit much, he realized when looking back on his decision. His ninth self really didn't think that through….

"Lillian, is it too much?" He asked, placing a hand on her shoulder. Rose walked over to join them, and enjoy the view, and she too grew concerned when she saw Lillian's distress.

Lillian jumped at the sudden contact. "Of course not! This is the most stunning thing I have ever dreamed to see," she said in awe as she continued to stare at the picture in front of her.

"Then why are you crying?" Rose asked.

Reaching up, Lillian was shocked when her hands came away from her cheeks wet with tears. "I don't know."

"We'll give you a moment," the Doctor promised. "We'll be right up there. Holler if you need anything."

Lillian nodded and waited until the two of them went back to the area where the glowing green tube was surrounded by all the buttons. She looked out at the magnificent scene in front of her and could never remember feeling more content any other time in her life. There was only one thing in the entire universe that would make this moment better but she knew it was impossible.

"Oh, Vincent, I wish you were here with me," she whispered as she looked out into the great expanse of space. With that thought, she settled down on the ground, simply watching the universe go by in all its majestic glory.


	2. Tooth and Claw: The First Adventure

The Doctor walked around the console, fiddling with some object or another. Lillian had never seen anything like it. To be honest, she had never seen anything like anything she had seen in the last hour or so. It was still catching up in her mind, the fact that she was in a spaceship, one that could travel in time. If asked yesterday if she thought any of this was possible she would have suggested madness. Yet here she stood. She was sitting in what the Doctor called the Captain's chair, simply looking at the console in front of her. She jumped back when suddenly, the light started moving up and down.

Out of the corner of his eye, the Doctor kept on stealing glances at his newest companion. He didn't know her at all, he hadn't found her on an adventure, he didn't know why he picked her up at all. All he knew was that for some reason the Face of Boe wanted him to find her.

"_You were supposed to be dying," the Doctor commented nonchalantly, though with a hint of a smile on his face. Oh, how he loved it when someone defied expectations! They always seem to be the brilliant ones. He had only met the Face of Boe once before but he considered him a friend. He didn't really know why. Maybe this new him trusted new people more than the last him did._

"_There are better things to do today. Dying can wait," The Face of Boe responded telepathically._

_Rose, really Cassandra, groaned, "Oh, I hate telepathy. Just what I need, a head full of big face!" she griped._

_The Doctor turned to shush her before looking back at the Face of Boe, who said, "I have grown tired with the universe, Doctor but you have taught me to look at it anew."_

_He walked closer, sauntering casually forward, still on his victory high from saving all the test humans from the hospital. "There are legends you know," he knelt down, "saying that you are a million years old."_

_Chuckling, the Face of Boe responded, "That would be impossible."_

_The Doctor laughed with him, "WOuldn't it just?" He loved impossible people, impossible things. To see something challenging what he believed to be true…that was the greatest gift of being a Time Traveler. ALewyas learning, experiencing new things. This new him simply loved that, he could tell. But there was something else more pressing, "I got the impression there was something you wanted to tell me."_

"_A great secret," the Face of Boe confirmed but didn't elaborate on._

"_So the legend says." The Doctor proded._

"_It can wait," The Face of Boe said simply and with finality._

_The Doctor, responding like a child told that he couldn't have a cookie before dinner, groaned and complained, "Oh, but does it have to?"_

"_We shall meet again, Doctor—for the third time—for the last time and the truth shall be told. Another will be with you and Rose, a woman who is a dear friend of ours, just not for you yet. Just trust the TARDIS, she will bring you where you will find her. But until all of us reunite…" With that, the Face of Boe teleported out of the hospital, much to the Doctor's amazement. He stay completely still, nodding his head, completely impressed with the Face of Boe's exit. "That is enigmatic. That—that is textbook enigmatic."_

_He then sighed and turned back towards Rose. Before he could find this woman Boe wanted him to find, he had to fist get his current companion back to him completely. _

Once Rose had been freed from Cassandra and they were all safely back in the TARDIS, the Doctor explained to her what she had missed while she was possessed. Rose shrugged, ready to go along with the plan but not overly excited. He had a feeling that she hadn't wanted to have another person travel with them, but at the same time, it had already happened for the Face of Boe so it must happen to preserve the time lines. Heeding the Face of Boe's warning, the Doctor let the TARDIS fly herself, for once not fighting her with the coordinates. Both he and Rose were stunned when they stepped out of the TARDIS only to find themselves in the same place they had already been.

Unsure of where to start looking, they walked to the edge of the alley they landed in, careful to keep an eye out for their past selves, not wanting to another reaper incident on their hands. The second they heard the explosion, they knew exactly when they had arrived. The Doctor's eyes closed in pain as he remembered the woman he hadn't been able to save. His eyes opened when he felt pressure on his hand. He turned to look at Rose, who smiled up at him while she offered her silent comfort. He smiled back and together, they took a step out of the alley…only to almost be run over by a frantic woman. He and Rose shared another look, this time with different meaning, and instantly, they both took off after the woman dressed in black…

Now she sat in the chair, lost in her own world. She had no idea why this man and woman had chosen her to travel with. Rose had said why not initially but that didn't completely answer her question. The two certainly didn't seem like they needed another companion. Speaking of Rose, Lillian wondered where she had gone off to. She had run up the stairs and disappeared into some hallway some time again. Lillian would have attempted to follow but she knew nothing of the ship's directions. She didn't want to end up lost, never to be seen again so she figured she would stay where it was safest, in the control room.

"So what do you think of this, will it do?" Rose asked.

Lillian jumped, not aware that the girl had come back into the control room. She must have been lost in her thoughts further than she realized. When she caught sight of Rose's clothes, she blushed and looked away at the indecency. The Doctor, however, seemed to be perfectly at ease around the nakedness of Rose.

"In the last 1970s, you'll be better off in a bin bag," the Doctor said quickly before saying, "hold on, listen to this." He turned a dial on the circular panel and music Lillian had never heard before started playing from some unknown place. She felt her panic beginning to swell. First, apparently Rose's attire is perfect acceptable in the future, one hundred years in the future, to be precise of Lillian guessed correctly based off their conversation. There also appeared to be a way to make music play without musicians, something that should not have happened. It was beginning to be all too much for her but neither of the other two noticed.

"Ian Dury and the Blockheads. Number one in 1979." He responded as he wandered around the controls, tossing the object in his hands randomly onto the consol.

"You're a punk!" Rose said with a laugh. "That's what you are!"

As she said this, the Doctor started singing along with the song, fiddling with the controls on the console, "It's good to be a lunatic."

"A big old punk," Rose continued in a teasing manner, "with a bit of rockabilly thrown in."

The Doctor smiled widely at the teasing, "What to go see him?" He asked eagerly.

"How do you mean, in concert?" Rose asked in shock, unable to believe it. Lillian finally stood from the chair and walked around towards where the Doctor was.

"What else is the TARDIS for? Besides, we have Lillian with us now!" He smiled brightly at her. She returned the smile nervously. "We won't go as far into the future as I did with you the first time but I think this will be perfect get Lillian into the time traveling spirit! What do you say?"

Lillian froze and felt the blood drain from her face, "I am not sure that is wise, Doctor."

"Aw, come on! I can take you to the battle of Trafalgar, the first antigravity Olympics, Caesar crossing the Rubicon, or Ian Dury at the Top Rank, Sheffield, England, Earth, 21st November, 1979. What do you think?"

"But I won't be dressed in the proper attire," Lillian protested. "I do not feel comfortable dressing as such either. Please, if you want to go, just let me stay in the TARDIS. Please." She nearly begged.

The Doctor seemed to deflate, "But that's not the point. You have to go out and experience these things! Run into the wrong person, accidentally offend the monarch, disrupt social order! If you don't feel comfortable changing, you don't have to. Wear what you like but if there's running involved…well" he trained off, rubbing the back of his neck remembering all the times running had been involved during one of his adventures.

Rose nodded from behind the Doctor, "There's an awful lot of running," she confirmed. "That was his first word to me, you know? Run."

The pair shared a fond smile as they remembered their first meeting. Lillian, on the other hand, felt much more hesitant. She was literally lifted right out of time and expected to be jump right in. She wasn't that kind of her person but seeing the Doctor's hopeful face and Rose's one of anticipation, Lillian gave into their pressure, against her silent reservations. "I will join you." She conceded.

"Brilliant!" The Doctor beamed, absolutely thrilled that she would be joining them.

"Sheffield it is!" Rose cheered.

The Doctor walked around the console until he found the lever he was looking for, "Hold on tight." He said before throwing down the lever.

Instantly, they were all grabbing onto something to steady themselves. Lillian grabbed onto the railing behind her while the Doctor and Rose reached for the console. The Doctor directed Rose to press some buttons while he hit the console with a large hammer. Finally, as soon as the horrific ride had begun, it ended with them all being violently thrown to the ground.

The Doctor and Rose laughed hysterically while Lillian stared at the pair as if they had lost their minds. They jumped to their feet, the Doctor walking over to the door to grab his coat while Rose helped Lillian get to her feet.

"1979!" The Doctor shouted loudly. "One hell of a year! China invades Vietnam. "The Muppet Movie" I love that film! Margret Thatcher, urg," he said grimaced. "Skylab falls to Earth, with a little help from me. Nearly took off my thumb. And I like my thumb. I need my thumb, I'm very attached to…my thumb."

Lillian didn't know why he stopped but when she heard the sound of a rifle being cocked, she nearly sprinted back into the TARDIS only to back into a door. All three of them held up their hands in surrender as the man on horseback leveled his rifle at them. Lillian nervously looked around, her eyes darting around to each man on horseback.

"_18_79," the Doctor said in realization. He shrugged his right shoulder, "Same difference."

Rose and Lillian looked at him as if he was mad, which to be honest, the latter woman was starting to believe he truly was.

"You will explain your presence and the nakedness of the blonde girl," the captain said.

The Doctor asked incredulously, "Are we in Scotland!?"

"How can you be ignorant of that?" The captain regarded the Doctor and his companions suspiciously.

Immediately, the Doctor adopted a Scottish accent, "Oh—I'm dazed and confused. I've been chasing this—this wee naked child over hill and over dale with the assistance of my housekeeper." He nodded his head towards Lillian, how nodded her head in silence, not daring to speak and draw any more attention to herself. He then turned to Rose, "Isn't that right, you timorous beastie?"

The captain did not look convinced so Rose opened her mouth and out came the most horrific attempt at a Scottish accent Lillian had ever heard, "Ooch, aye, I've been oot and aboot."

"Rose, don't," Lillian whispered, praying the girl would listen to her.

Instead, Rose continued, "Hoots mon."

This time it was the Doctor who spoke, "No, really, don't. Really."

"Will you identify yourself, sir?" The captain asked, running out of patience for the trio in front of him.

"I'm Doctor James McCrimmon," the Doctor responded. Lillian smiled to herself. She knew that he _had_ to have a name. "From the…township of Balamory." That peaked Lillian's interest. She stored the name away for later questioning. She had never heard of the town and while she was simply a baker, a passion of hers was geography. It was a curious choice for him to pick. "Uh, I have my credentials if I may?" He questioned, gesturing towards his pocket.

When the captain nodded, they all put their hands down as the Doctor reached into his pockets. Rose smiled almost smugly, as if she knew a wonderful secret that no one else would know. Lillian tapped her on he shoulder, "What is he reaching for?"

"You'll see," Rose whispered back.

The Doctor held up something that Lillian couldn't see and said, "As you can see, a Doctorate from the University of Edinburgh. I trained under Doctor Bell himself." He waved the badge around, making sure that all of the mounted officers saw it at least twice, but none of them were able to see it long enough to read.

Suddenly, an unexpected female voice spoke from the carriage, "Let them approach."

Lillian's eyes widened as she figured who it was. There could only be one person with such a guard, traveling in that familiar carriage.

"I don't think that's wise, ma'am," the captain advised, still holding the gun pointed at the three of them.

"Let them approach," the voice said much crisper and with authority.

The Doctor raised an eyebrow and nodded towards the carriage. Finally, the captain nodded and said, "You will approach the carriage," and then added with a warning, "and show all due deference."

Saluting the man, the Doctor nodded and walked past. Lillian knew that whatever doubts she had about who was in that carriage were dismissed from the previous statement. She gathered her skirts and after a quick courtesy to the captain, she followed the Doctor and Rose towards the carriage.

The carriage door opened to reveal Queen Victoria. Lillian immediately sunk into a low courtesy, and said, "Your Majesty."

The Doctor smiled at her then turned towards Rose. "Rose—might I introduce her Majesty Queen Victoria. Empress of India and Defender of the Faith."

"Rose Tyler, ma'am," she said shyly, tugging at the bottom of her clothes. "And my apologies…for being so naked," she said embarrassed at the situation.

"I've five daughter. It is nothing to me," she said in a very poised manner. "What of you, Miss?" She asked, making eye contact with Lillian.

"Lillian Baker, Your Majesty." Lillian introduced herself, bowing her head in respect.

While Queen Victoria had not had such a wonderful reputation during Lillian's time, Lillian had never truly blamed the Queen for what she did. Ever since her husband passed, she had reportedly become unstable and sought comfort in a friend, John Brown. With accusations abound, she did nothing to stifle them. Lillian had never judged the woman. Knowing tragedy herself and the pain of losing loved ones…how could she blame her for finding some comfort in a friend in this cold, cold world?

"And what is it you do, Miss Baker?" She inquired.

After a moment's hesitation and a panicked look at the Doctor, who simply gave an encouraging nod, she responded, "I am the cook and housekeeper for Dr. McCrimmon."

"What of you, Doctor? Show me those credentials of yours."

He handed the credentials over. The Queen's eyes widened just the tiniest bit. "Why didn't you say so immediately?" She asked briskly. "It states clearly here that you have been appointed by the Lord Provost as my Protector."

Now it was time for Lillian's eye to widen slightly. How had his credentials changed? The Doctor seemed just as surprised as she was. "Does it? Yes, it does! Good! Good! Um.. then let me ask - why is Your Majesty travelling by road when there's a train all the way to Aberdeen?"

"A tree on the line," the Queen said dryly, an accusation hidden in her inflection.

"An accident?" The Doctor questioned.

"I am the Queen of the United Kingdom of Great Britain and Ireland. Everything around me tends to be planned." She slyly commented, the implication of her words not lost on any of them.

"An assassination attempt?" The Doctor asked, grave and serious for the first time since stepping out of the TARDIS. He had wanted a fun trip for once. He had Rose had been through hell and back recently and now with Lillian with him...he didn't want to expose her to the worst of time traveling.

Rose was shocked by how nonchalant the Queen seemed to be by the thought of assassination. "What, seriously? There's people out to kill ya?"

"It wouldn't be the first time, would it, ma'am?" Lillian said, remembering the news of an assassination attempt during her time.

Queen Victoria nodded curtly, "I am quite used to staring down a barrel of a gun."

Just then, the captain rode up on horseback behind them and said, "Sir Robert MacLeish lives but ten miles hence. We've send word ahead, he'll shelter us for tonight, then we can reach Balmoral tomorrow."

"Miss Baker, this Doctor and his... timorous beastie will come with us."

The Doctor looked at Rose amused while she looked away, still embarrassed at the entire situation. It wasn't every day one accidentally meets the Queen of England technically naked!

"Yes, Ma'am. We'd better get moving - it's almost nightfall."

"Indeed." The Queen said ominously. "And there are stories of wolves in these parts. Fanciful tales intended to scare the children. But good for the blood, I think. Drive on!" she ordered.

The carriage rolled forward and soldiers created almost a square around the trio, keeping them enclosed but thankfully not close enough to hear them speaking.

"It's funny though, 'cos you say 'assassination' and you just think of Kennedy and stuff. Not her." Rose said as they began walking.

"Who is Kennedy?" Lillian asked, unfamiliar with the name.

"An American president shot in the back of the head in 1963. Huge conspiracy, lots of interesting stuff happens. I could take you there if you want?" The Doctor offered.

Lillian grimaced slightly, "Who would want to go back in time to see a man shot in the head?"

The Doctor winced when he realized how that sounded. He scratched behind his ear, "Yeah, maybe not my best idea. But back to the Queen! 1879 - she's had... oo... six attempts on her life? And I'll tell you something else: we just met Queen Victoria!" He said excitedly to Rose.

"I know!" She practically squealed, still in amazement.

"What a laugh!"

Rose continued on in incredulity, "she was just sitting there!"

"Like a stamp!" The Doctor exclaimed happily

"I want her to say," Rose said in her normal voice before putting on a posh accent, "'we are not amused'. I bet you five quid I can make her say it."

"Well, if I gambled on that, it'd be an abuse of my privileges of traveler in time." The Doctor protested.

"Ten quid?"

Quickly, the Doctor responded, "done."

Rose smiled happily, already plotting on how to win her bet when she noticed that Lillian was dragging behind a little bit, struggling with hem of her skirt in the tall and coarse grass. "What about you, Lillian? What does it feel like to be in 1879?"

Lillian thought a moment before responding, "It is a peculiar feeling. Jumping ten years into my future, that is. I wonder if anyone wonders where I've gone." She said wistfully.

"How old would you be?" Rose asked curiously.

"I supposed I would be 41 by now."

"Wow," Rose said in shock, "You certainly don't look like you're 31."

Lillian shrugged. "It's just a guess, anyway. I actually don't know the date of my birth. I was found lost and alone when I was a small child; the orphanage thought I was around three. Since I do not have memories from that time in my life, I celebrate my birthday the same day as my best friend from childhood. But enough about me. What about you Doctor McCrimmon? How did your credentials change when you pulled out the same paper?"

"It really is just the Doctor." He explained as he fished through his pockets looking for his psychic paper. "And I used psychic paper. Want a look?"

She shook her head and moved so that she was no longer standing near him, instead on the other side of Rose. "This is exactly why I do not trust those who carry the title Doctor," she grumbled.

"What do you mean?" Rose asked.

"That is a story for another time," Lillian said, as a large house came into view a head. "I believe we may have made it to Sir MacLeish's home." She strode forward, the Doctor looking at her back oddly, wondering what on Earth could have caused her such mistrust of doctors, especially one that would transfer over to him even though he was not actually in the medical profession. Noting that tidbit in his brain, he followed after her with Rose at his side.

Within the hour, they made it to the Torchwood Estate. Sir Robert walked out of the front door to greet the Queen. "Your Majesty," he said before bowing.

"Sir Robert. My apologies for the emergency. And how is Lady Isobel?" She inquired.

"She's…" Sir Robert hesitated uncomfortably before continuing quickly, "indisposed, I'm afraid - she's gone to Edinburgh for the season. And she's taken the cook with her - the kitchens are barely stocked... I wouldn't blame Your Majesty if you wanted to ride on."

"Oh, not at all! I've had quite enough carriage exercise. And this is... charming, if rustic. It's my first visit to this house. My late husband spoke of it often. The Torchwood Estate. And the kitchen hardly matter since we managed to pick up a cook of our own on the way here. I'm sure Miss Baker would be more than happy to assist in any way possible." She said gesturing towards Lillian.

It was possible, Sir Robert looked even more panicked, "No, no. That will not be required. She is our quest here, as well as you," he said as his eyes darted between Lillian and the Queen.

"No matter. Now, shall we go inside?" Sir Robert looked reluctantly at the Queen, almost like he was disappointed and upset that the Queen was going to stay in his home. Queen Victoria continued, "and please excuse the naked girl."

"Sorry," Rose apologized again.

"She's a feral child. I bought her for sixpence in old London Town. It was her or the Elephant Man, and Miss Baker would have kicked me from my own home if I brought him home!" The Doctor said with a laugh.

"Thinks he's funny but I'm so not amused." Rose said as the smile rapidly slipped from her face. "What do you think, Ma'am?" she asked pointedly.

The Queen merely shrugged off the question, "It hardly matters. Shall we proceed?"

Both Sir Robert and Queen Victoria went into the house, with some guards following. Rose leaned closer to the Doctor and grumbled, "So close."

The captain ordered two men to escort 'the property' from the carriage. They carried the small box as if it was the most valuable thing in the world. This, of course, peaked the Doctor's interest, "What's in there, then?"

"Property of the Crown. You will dismiss any further thoughts, sir." The captain said gravely, with a hint, well more than a hint, of a threat in his voice. He then turned to address his soldiers. "The rest of you go to the rear of the house. Assume your designated positions."

As they followed their orders, the Doctor, Rose, and Lillian walked into the house. They quickly found the Queen and Sir Robert and followed them up the stairs into the observatory. Lillian paused in the doorway in awe of the device in front of her. She had never seen anything so beautiful, majestic, and magnificent in her entire life. The intricate detail on what looked like a fin and the sheer size of it was enough to render her breathless.

"This, I take it, is the famous Endeavour." Queen Victoria commented when she walked into the room.

Sir Robert nodded. "All my father's work. Built by hand in his final years. Became something of an obsession - he spent his money on this rather than caring for the house or himself."

"I wish I'd met him," the Doctor said with a wide grin on his face. "I like him. That thing is beautiful, can I…?" He trailed off, reaching for the telescope with one hand.

"Go ahead," Sir Robert said. Rose and the Doctor moved forward to inspect the device. However, when the Doctor saw Lillian staying towards the back of the room, he bound over to her, grabbed her hand, and pulled her over, "You've got to see this, Lillian. Look at this!" He said excitedly. "What did he model it on?" He asked Sir Robert.

"I know nothing about it. To be honest, most of us thought him a little... shall we say, eccentric." He paused when the Doctor laughed goofily. "I wish now I'd spent more time with him. And listened to his stories." He said regretfully.

"It's a bit rubbish," the Doctor commented as he looked up through the bottom. How many prisms has it got? Way too many. The magnification's gone right over the top, that's stupid kind of a—" He turned quickly towards Rose and asked, "am I being rude again?"

Lillian, who was standing to the side, looking at the wheel mechanism off to the side, stared at him in shock. How simply had he insulted that man's dead father's work? "Terribly so," Lillian answered his question while Rose just nodded.

Quickly, the Doctor tried to redeem himself, by saying, "But it's pretty! It's very... pretty."

"And the imagination of it should be applauded." Queen Victoria added onto the Doctor's sentence, walking closer to the three.

Rose, seeing a chance, said, "Mm! Thought you might disapprove, Your Majesty. Stargazing." She drew out the word, "Isn't that a bit fanciful? You could easily... not be amused, or something...? No?"

Lillian was just able to hold back rolling her eyes, not wanting to act improper in front of the Queen. But honestly, with the way Rose was keeping up with this, she was sure to accidentally offend the Queen sooner rather than later.

The Queen simply stared Rose down, "This device surveys the infinite work of God. What could be finer?" As she said this, the Doctor barely surpressed a chuckle and rubbed his eye to cover part of his face. When he was able to control his face, he made eye contact with Lillian and mouthed, "She won't give up!"

"I know," Lillian quickly responded with a small smile of her own while Queen Victoria continued speaking, "Sir Robert's father was an example to us all. A polymath. Steeped in astronomy and sciences, yet equally well versed in folklore and fairytales."

"Stars and magic; I live him more and more," The Doctor said before turning back and looking at the side of the device. Lillian went with him while the Queen continued to speak to Rose about her husband.

"What do you think this is?"

"I don't know," He admitted, rubbing the metal work on the side once before walking back over to Rose and the Queen. Lillian was just able to hear, "coming as he did from Saxe Coburg."

"That's Bavaria," the Doctor whispered into Rose's ear.

"When Albert was told about your local wolf, he was transported."

That piqued the Doctor's interest, "So what's this wolf then?"

"It's a story," Lillian said, recalling hearing the tale from travelers in her bakery, "told by those ignorant enough to believe it or simply to scare children from wandering out in the darkness."

The Doctor and Rose turned to look at her in amazement that she knew the story. They knew that they shouldn't be surprised since they were still so close to her time, but to know that she did know it was impressive.

"She's right," Sir Robert said nervously, nodding his head in her direction. "It's just a story."

"Then tell it," the Doctor said impatiently. Directed towards both of them, he looked between them to see who would tell the story first.

Lillian gestured towards Sir Robert. He was the host; he should tell his own story. The man looked infinitely more nervous and out of the corner of his eye, looked at the staff behind him. He cleared his throat and then hesitantly began, "It's said that—"

The man who appeared to be head of the staff suddenly interrupted him, "Excuse me, sir. Perhaps her Majesty's party could repair to their rooms. It's almost dark."

Sir Robert looked like he could have wished anything but that. But he quickly covered it up and smiled at the party in the room, "Of course. Yes, of course."

"And then supper!" Queen Victoria said before turning to look at Rose, "And... could we find some clothes for Miss Tyler? I'm tired of nakedness."

Lillian just barely hid her laugh when Rose once again tried to get the Queen to say she wasn't amused, "It's not amusing, is it?" For her efforts, she was rewarded with a look and nothing else. Queen Victoria turned back towards Sir Robert, " Sir Robert, your wife must've left some clothes. See to it. We shall dine at seven. And talk some more of this wolf. After all... there is a full moon tonight."

Sir Robert smiled tightly, as if he was pained to keep the look on his face. "So there is ma'am," he said oddly, like he wished with every bone in his body that it was not so. He bowed and Queen Victoria left the room, the others following behind.

They were led into the dining room where the Doctor pulled out a chair and motioned for her to sit. Lillian smiled in thanks before sitting down, fanning her skirts around her while the Doctor took a spot next to her and across from Captain Reynolds, who had finally introduced himself on the walk over, and the Queen. The head steward walked in and said, "Your companion begs an apology, Doctor. Her clothing has somewhat delayed her."

"I knew I should have gone with her. Would you like me to go assist her?" Lillian asked the Doctor.

With a wave of his hand he dismissed the idea, "Oh, that's all right. Save her a wee bit of ham."

The Queen's lips quirked into a slight smirk, "The feral child could probably eat it raw," she quipped.

Captain Reynold started to laugh inappropriately loudly, with almost a hysterical quality to it. "Very wise, Ma'am! Very witty!"

She turned to stare at him with disapproval clear in her eyes, "Slightly witty, perhaps. I know you rarely get the chance to dine with me, Captain, but don't get too excited... I shall contain my wit in case I do you further injury."

The Captain, properly chastised, deflated and nodded, "Yes, Ma'am. Sorry, Ma'am."

The Doctor turned towards Sir Robert, "Besides, we're all waiting on Sir Robert! Come, Sir! You promised us a tale of nightmares." He said, excited for the tale. "Unless you would like Lillian to tell it?" He suggested, looking at Lillian questioningly.

Lillian shook her head, "I fear I am not the best story teller and I have only heard the story in passing. I am sure Sir Robert will be able to tell the tale better than I."

"It is nothing more than a work of fiction," Sir Robert said, desperately trying to stall telling the story."

"Indeed. Since my husband's death, I find myself with more of a taste for supernatural fiction." The Queen said.

The Doctor looked at her sympathetically, "You must miss him."

The entire demeanor of the Queen changed. She was no longer a ruling monarch who controlled all of Great Britain and Ireland. No, she was a grieving widow who missed her husband desperately, "Oh, completely. And that's the charm of a ghost story, isn't it? Not the scares and chills, that's just for children, but the... hope of some contact with the great beyond. We all want some message from that place... it's the Creator's greatest mystery that we are allowed no such consolation. The dead stay silent. And we must wait."

"They may stay silent but they are always with us, in our thoughts and our actions. To truly say we have lost them is truly a lie since there are those moments; you swear you feel their eyes on you, when you hear their voices when you are all alone, you feel their comfort when you are in need. The dead may not be with us in their physical form any longer, ma'am but they are present in memories in dreams." Lillian said softly, not looking up from her hands resting on her lap. She felt a tear escape her eye and reach up to wipe it away. Before she could put her hand back in her lap, a large hand shot out and held it.

She jumped slightly and looked at the Doctor, understanding and terrible grief in his eyes, and she knew that he understood what she had said. He squeezed her hand comfortingly and held it between them, letting her know he was there.

The Queen sniffled once before asking, "If you don't mind the question, who was it that you lost?"

"A dear friend from childhood. Vincent was the first person who cared for me after my parent's assumed deaths and he became the other part of my soul, my entire world. Two young children off to take on the world together. He passed in a fire just barely seven months past."

The Doctor winced just the tiniest bit, remembering his own people dying in the fires of Gallifrey, watching the planet burn, knowing he was condemning all his people to horrible deaths for the sake of all living kind. It was then, holding onto her hand, that he noticed she was wearing all black; mourning clothes. At first when he saw them, his mind had assumed that they were for the death of her friend Gwyneth but that couldn't have been possible. It came together in his mind that she was still wore mourning dresses seven months after the death of this Vincent character from her past. She was all alone in the world now, the last of her 'family' dead, just like him. Perhaps that is why the Face of Boe sent him here; two kindred spirits suffering the same pain.

"You must have been close," Queen Victoria said forlornly, remembering her own time with Albert.

"We loved each other but were never romantic. He was brother in all but blood but closer. I miss him every day." Lillian said despondently.

Queen Victoria, seeing the young woman's distress, brought along a distraction, saying, "Come! Begin your tale, Sir Robert. There's a chill in the air. The wind is howling through the eaves. Tell us of monsters!"

Lillian sniffled and went to wipe her tears away with her hand but the Doctor pulled a hancerchief from his pocket and handed it to her silently. "Thank you," she said, before dabbing her eyes holding it back up to place in a fold of her dress to hold onto it for now.

It was then that Sir Robert began his story, "The story goes back three hundred years. Every full moon, the howling rings through the valley. The next morning, livestock is found ripped apart and... devoured." He said uncomfortably.

Captain Reynolds laughed, "Tales like this just disguise the work of thieves. Steal a sheep and blame a wolf, simple as that."

The Queen spared an annoyed glance at the captain for interrupting the story. Sir Robert continued, "But sometimes a child goes missing. Once in a generation. A boy will vanish from his homestead."

Now curious and more than a little bit suspicious, the Doctor questioned, "Are there descriptions of the creature?"

Sir Robert nodded, "Oh yes, Doctor. Drawings and woodcarvings. And it's not merely a wolf. It's more than that. This is a man who becomes an animal."

A look of realization and interest spread over the Doctor's face. He smiled a bit and leaned forward, "A werewolf?" The hand he hadn't realized was still tightly clutched in Lillian's hand tightened as a spark of fear hit her. She previously would have said it was some fanciful tale but after the day she had, she believed anything, especially a werewolf, was possible.

Now Sir Robert began speaking quickly, trying to get out as much information as possible before he was stopped, "My father didn't treat it as a story. He said it was fact. He even claimed to have communed with the beast - to have learned its purpose. I should've listened." He said contritely. The steward behind them started chanting something, something Lillian couldn't make out. But Sir Robert continued at an even quicker pace than before, "His work was hindered - he made enemies. There's a Monastery in the Glen of Saint Catherine. The Brethren opposed my father's investigations."

"Perhaps they thought his work ungodly," Queen Victoria suggested.

"That's what I thought," Sir Robert agreed. "But now I wonder... what if they had a different reason for wanting the story kept quiet?"

Lillian could now understand what the steward was saying, "lupus deus est," over and over again. The Doctor seemed to noticed this as well and turned to look at the man. Sir Robert continued speaking, "What if they turned from God and worshipped the wolf?"

The Doctor, watching the steward, felt a sweep of dreadful comprehension fall over him, "And what if they were with us right now?" He asked ominously.

With that, they all jumped to their feet as the room broke out into chaos. Queen Victoria shouted, "What is the meaning of this?" While Captain Reynold's pointed a gun at Sir Robert, "Explain yourself, Sir Robert!"

Full of regret, Sir Robert finally explained his odd behavior, "I'm sorry, Your Majesty, they've got my wife."

While they spoke, the Doctor, keeping Lillian close to him, pulled her towards the steward, "Rose! Where's Rose? Where is she?!" He shouted panicked, losing his Scottish accent in the process. His concern for Rose canceled out everything else in his brain. The anger displayed on his face actually frightened Lillian. When the steward, or whoever he truly was, simply continued to chant, the Doctor's thin patience ran out and he sprinted from the room, pulling Lillian behind him, shouting, "Sir Robert - come on!"

They sprinted down the halls, and Lillian almost laughed when she remembered Rose's words about there always being a lot of running. Guess she hadn't been hesting. With her heart pounding painfully in her chest, Lillian tried to keep up with the men but it was too difficult to run in her skirts. She yanked her hand out of the Doctor's and followed behind at her own pace, just behind Sir Robert. They came to a stop at a wooden door that the Doctor, after testing the doorknob, kicked in.

The first words out of Rose's mouth when she saw them were, "Where the hell have you been?!"

The Doctor didn't respond and instead simply stared at the beast in front of him. His eyes widened in amazement and fascination, "Oh, that's beautiful," he said in awe.

Lillian, on the other hand, instantly went to help the woman from their chains, ushering them out of the room. It was only until the beast started to break through his cage that the Doctor seemed to snap out of it and started shouting, "Out! Out! Out! Out! Out! Out! Out! Out! Out! Out!"

But that was when she fancied a look at the creature. She paused in awe. It was now, for all intents and purposes, out of its cage and throwing bits of it away from it. But there was something so wonderful, so beautiful about the creature that drew her in. Soon, everyone else was out, minus her and the Doctor, and she simply stood there, mesmerized. That is, until the creature threw a bit of the cage at them. The Doctor grabbed Lillian by the waist and practically dragged her out of the door, the debris just barely missing them. He slammed the door shut and locked it with something Lillian hadn't seen before.

"So what do you think?" He asked breathlessly as he finished whatever he was doing.

"It's beautiful," she whispered in awe.

He smiled dopily and laughed, "Glad you think so. Now run!" He grabbed her hand and once again, they were off running, leaving the snarling beast behind them.

* * *

_I would just like to thank everyone that has read and, additionally, the two wonderful reviewers for the first chapter, Laveycee and Starkidlover100. I hope that this has given a little bit more information on why she has joined them on the TARDIS and it also gave a little background for her. There is definitely more to come but this is just a little bit for you now. I would like to keep this author's note short so that's really it. If you liked this, please review, favorite, alert, or simply keep on reading. Thanks!_


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